Term and Definition: Subscribed (Law)
The term “Subscribed” is used in various areas of law and generally refers to the bindingly committed or already executed contribution of capital, assets, or rights to a legal relationship or type of company. In German legal practice, “Subscribed” is particularly relevant in corporate law, capital market law, investment law, as well as in accounting and balance sheet law.
Corporate Law Significance of Subscribed
Subscribed Capital
The so-called “subscribed capital” in corporate law, particularly for corporations such as the stock corporation (AG) or the partnership limited by shares (KGaA), represents the total amount of contributions undertaken by shareholders. It corresponds to the nominal value of all issued shares and forms a central part of the share capital. In a limited liability company (GmbH), the reference is to shares or capital contributions, which may also be termed subscribed shares.
Subscription Process
The subscription of shares means the binding acceptance of a participation in a company. With the subscription, the person or institution concerned commits to paying a certain amount into the company and thereby acquires company membership and rights under corporate law.
Legal Significance and Protection
Subscribed capital carries significant legal weight, particularly as collateral for creditors of the company. It serves to finance the company but also to limit liability, since shareholders are liable up to the amount of their contributions. In the event of insolvency, subscribed capital is often the only basis for liability.
Subscribed in Capital Market Law
Subscription of Securities
The subscription of securities, in particular shares, bonds, or investment units, describes the binding offer of an investor to acquire certain securities at a set price. Under German securities prospectus law, the subscription constitutes a declaration of intent by which the interested party undertakes, with respect to the issuer, to assume the securities.
Subscription Period and Legal Binding Effect
The subscription period is the time frame during which investors can submit binding subscription offers. Upon successful allocation and acceptance of the subscription application by the issuer, a binding contractual relationship is formed – the subscriber acquires a claim for delivery of the securities, while remaining obliged to make the payment.
Prospectus Requirement and Investor Protection
In connection with the subscription of securities, the prospectus requirement must be observed. According to § 3 of the Securities Prospectus Act, securities issues must contain a prospectus that discloses all essential information for buyers. This serves to protect subscribers from information asymmetries and misguided decisions.
Balance Sheet Law and Accounting
Representation of Subscribed in the Balance Sheet
Within the framework of balance sheet law, subscribed capital is shown on the liabilities side. According to § 266 para. 3 HGB, subscribed capital must be stated separately to transparently present the company’s financial resources. Parts of the subscribed capital not yet paid in must, according to § 272 para. 1a HGB, be openly deducted from the called-up contributions.
Subscribed Capital versus Paid-In Capital
A distinction is made between subscribed capital (bindingly pledged) and paid-in capital (actually provided). This differentiation is essential for determining the liability pool and the obligation to provide information to third parties.
Investment Law and Fund Law
Subscription of Investment Units
In the area of investment law, subscription refers to the binding offer by an investor to acquire units in an investment fund at the issue price. According to § 98 of the German Investment Code (KAGB), the investor’s subscription results in a claim against the capital management company (KVG) for the transfer of the units.
Right of Withdrawal and Revocation Periods
When subscribing to fund units, investors are generally entitled to withdrawal or revocation rights, particularly in distance selling or outside business premises, governed by the German Civil Code (BGB).
Tax Law Aspects
Subscribed capital is relevant for the tax assessment of companies, in particular concerning corporate tax and the classification of types of contributions. The availability and nature of the subscribed capital also influence the tax treatment of capital increases, profit distributions, and capital repayments.
Conclusion and Significance for Legal Practice
The term “Subscribed” covers a wide range of legal areas and, as a prominent institution, performs key functions in company law, balance sheet law, capital market law, and investment law. It marks the transition from mere declarations of intent (interest) to binding legal commitments (contract). The crucial role of subscribed capital as a guarantor for minimum capital requirements and the protection of creditors underlines its legal and economic importance.
References:
- Stock Corporation Act (AktG)
- German Commercial Code (HGB)
- Banking Act (KWG)
- German Investment Code (KAGB)
- Securities Prospectus Act (WpPG)
- German Civil Code (BGB)
Frequently Asked Questions
What copyright requirements must a drawn work meet in order to enjoy legal protection?
A drawn work enjoys copyright protection in Germany if it constitutes a so-called “personal intellectual creation” (§ 2 para. 2 UrhG). This means it must be an individual, creative achievement that stands out from the ordinary, purely technical, or trivial. For example, simple technical drawings or basic sketches without creative content are not protected. The creation does not necessarily have to be of high artistic quality, but must show a minimum of individuality and expressiveness. In addition, protection arises automatically upon creation of the work – registration or enrollment is not required. However, it is advisable to document the date of creation and authorship in order to prove rights in case of dispute. Copyright protection applies equally to analog and digital drawings, provided the requirement of creative height is met.
May I use or publish drawn works of other persons without permission?
The use, publication, or reproduction of third-party drawn works is generally not permitted without the explicit consent of the copyright holder. “Use” includes any form of distribution, adaptation, public disclosure (e.g., on the Internet), or making copies. It is irrelevant at first whether the work is taken over unchanged or adapted – all adaptations also require the author’s consent, unless exceptions apply, for example within the framework of copyright limitations (such as private copy, quotation right, parody). Even then, the following generally applies: Indication of the source does not replace obtaining permission. Violations can result in civil (injunction, damages) as well as criminal consequences.
How can I protect my own drawn works against unauthorized use?
There are several legal and practical ways to effectively protect your own drawn works against unauthorized use. In the first place, copyright protection arises automatically upon creation, but for evidentiary purposes it is recommended to secure proof of authorship – for example, by depositing copies with a lawyer, notary, or via digital timestamps. Technical protection measures such as watermarks or low resolution for online publication can also serve as deterrents. For commercial use, it is advisable to conclude clear license agreements to define the scope of permitted use. In case of unauthorized use, the copyright holder is entitled to claims for injunctive relief, information, and damages, which can be enforced in court if necessary.
To what extent may drawn works be legally used as inspiration for one’s own drawings?
Inspiration from existing drawn works is generally allowed, as long as there is no copyright-relevant adoption. Copyright does not protect mere ideas, style, or theme, but only the concrete design. However, if essential and unmistakable characteristics are adopted, the new work may constitute an inadmissible adaptation or reproduction. In such cases, the original creator’s consent is required. Permissible, on the other hand, is so-called free use if the new work maintains a sufficient distance from the original and appears as an independent work (§ 24 UrhG old version; current case law of the CJEU and the BGH must be observed). The boundary between permitted inspiration and inadmissible adoption is fluid and is assessed by courts on a case-by-case basis in disputes.
What legal particularities apply to publishing drawn works on the Internet?
When publishing drawn works on the Internet, not only copyright law but also other legal provisions must be observed. In addition to general copyright protection, the right to one’s own image is particularly relevant if recognizable individuals are depicted in the drawing. Publication on platforms such as social media is subject to the respective terms of use, which may regulate rights to works differently. In addition, worldwide accessibility can raise copyright questions in an international context. In general, authors should clearly define usage rights, especially for commercial platforms and licensing. In case of violations, the author may also take action worldwide, impacting the choice of jurisdiction and enforceability of claims. Care should be taken when using third-party works to avoid warnings and claims for damages.
May drawn works be freely edited and changed?
Editing, altering, or transforming drawn works is not permitted without the explicit consent of the author. According to § 23 UrhG, adaptation is generally subject to the author’s approval – even if the new work significantly differs from the original, consent may be necessary when essential elements are taken over. The only exception is so-called “free use,” which, according to current case law, is handled very restrictively. Changes that amount to a mere private copy and are not published may be permissible under certain circumstances, as long as they do not infringe the author’s legitimate interests. However, for publication or public performance, the permission of the rights holder is always a prerequisite. In particular, digital adaptations (e.g., by AI, collages) can also result in new works protected by copyright, for which rights need to be clarified.
How long are drawn works protected by copyright?
Copyright protection for drawn works generally lasts until 70 years after the death of the author (§ 64 UrhG). In the case of multiple authors (joint authorship), the term begins with the death of the last surviving author. After this period expires, the works pass into the public domain and may be freely used, distributed, or adapted. However, even after copyright expires, other rights, such as the moral right of the author or related rights, may need to be observed. Special deadlines apply to works published anonymously or under a pseudonym. The duration of protection can also differ internationally, so special caution is advised in cross-border contexts.
